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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 6, 1998
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BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC.
(Exact name of registrant as specified in its charter)
Colorado 0-21736 84-1158484
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(State or other jurisdiction (Commission File Number) I.R.S. Employer
of incorporation) (Identification No.)
17301 West Colfax Ave., Suite 170
Golden, Colorado 80401
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 216-0908
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Change
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Former address has changed since date of last filing
The previous address of the executive offices
as of the date of the last filing was:
2060 Broadway, Suite 400
Boulder, Colorado 80302
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Item 2. Acquisition or Disposition of Assets
On December 31, 1997, Black Hawk Gaming & Development Company, Inc. (ABlack
Hawk@) signed definitive agreements under which it has the right to acquire
all of Gilpin Venture Inc.=s (AGVI@) and it=s affiliates interests in the
Gilpin Hotel Venture (AGHV@) and the real property leased by the Gilpin
Hotel Venture in two separate transactions. Black Hawk and GVI each own a
50% interest in GHV which operates a gaming facility in Black Hawk,
Colorado. Black Hawk will own 100% of the gaming facility upon closing of
the first transaction
In the first transaction,
o $50,000 was paid to GVI by Black Hawk upon signing of the definitive
agreements;
o $4,950,000 may be paid by Black Hawk to GVI, on or before June 30,
1998 (which closing may be extended for 90 days) for the business,
building, and personal property of the Gilpin Hotel Venture;
o $250,000 may be paid by Black Hawk to an affiliate of GVI at
closing, for termination of a consulting agreement;
o Additionally, GVI will be released from all obligations of the
Gilpin Hotel Venture.
In the second transaction, (if the first transaction closes) the
Company has the right to purchase from an affiliate of GVI, its share
of the real property leased by the Gilpin Hotel Venture, for
$4,750,000, on or before January 2, 1999 (which closing may be
extended for six months).
The transactions are subject to acquisition of financing by Black
Hawk. Black Hawk is actively pursuing debt and/or equity financing. If
for any reason the transactions do not close, Black Hawk has agreed
to:
o construct a parking garage for the benefit of GHV which when
combined with real estate owned jointly by GVI and Black Hawk, will
provide parking for at least 179 cars.
o lease such parking spaces to GHV under a long-term lease for $80,000
per month;
o settle certain issues between it and GVI by crediting $250,000
against amounts owed to Black Hawk by GVI under the GHV joint
venture agreement.
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Item 5. Other Events.
On December 31, 1997, certain officers and directors of the Company
elected to convert $6,750,000 of convertible promissory notes which
were issued pursuant to that certain Amended and Restated Purchase
Agreement dated November 12, 1996 between the Company and Diversified
Opportunities Group Ltd. and others. All shares are to be issued at the
conversion price of $5.25 per share. This transaction results in the
issuance of 1,285,714 additional common shares of the Company as of
December 31, 1997. All of these newly issued shares are subject to the
restriction under Rule 144 of the Securities and Exchange Commission
and some have additional restrictions under the provisions of the
November 12, 1996 Amended and Restated Purchase Agreement.
Item 7. Financial Statements and Exhibits
(a.)(b.) The financial statements for the business acquired and the
pro forma financial statements required under this Item 7 will be filed
within 60 days after the date of this report.
(c.) The following are filed as exhibits hereto:
Exhibit Number Description
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99.10.A Agreement For Purchase and Sale of Assets and Joint Venture Interest
99.10.B Agreement For Purchase and Sale of Real Estate
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BLACK HAWK GAMING &
DEVELOPMENT COMPANY, INC.
By: /s/ STEPHEN R. ROARK
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Stephen R. Roark, President
Date: January 6, 1998
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EXHIBIT INDEX
Exhibit Number Description
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99.10.A Agreement For Purchase and Sale of Assets and Joint Venture Interest
99.10.B Agreement For Purchase and Sale of Real Estate